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Previous: PILGRIM MUTUAL FUNDS, N-14, EX-14, 2000-12-18 |
Next: U S WIRELESS DATA INC, S-3, EX-23.1, 2000-12-18 |
As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-_________
750 Lexington Avenue, New York, New York 10022
(212) 750-7766
(Address,
including Zipe Code of
(Telephone Number,
Registrant's Principal Executive Offices)
Including Area Code)
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(C) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
====================================================================================================================
Proposed maximum Proposed maximum
Amount to be aggregate price per aggregate offering Amount of
Title of Shares to be registered Registered share(1) price Registration Fee
Common Stock (No Par Value)............ 21,121,577 $ 1.53 $ 32,316,013 $8,532
====================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of the Registrant’s Common Stock reported on the OTC Electronic Bulletin Board on December 8, 2000.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.
[Red Herring Language]
The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities in any state where the offer or sale is not permitted.
Subject to completion, dated December 15, 2000
The shares offered hereby consist of up to 21,121,577 shares of our common stock, including 562,500 shares issued in connection with our acquisition of Cellgate Technologies LLC and 20,559,077 shares which are issuable by us to the selling stockholders listed herein under “Selling Stockholders” upon the exercise of certain warrants and the conversion of the series C convertible preferred stock held by certain of our selling stockholders. This Prospectus covers the sale of such shares from time to time by the selling stockholders. The issuance of the shares of common stock upon exercise of the warrants and the conversion of the series C convertible preferred stock is not covered by this Prospectus, but rather only the resale of the underlying shares.
The warrants and shares may be offered from time to time by the selling stockholders. All expenses of the registration incurred in connection herewith are being borne by us, but any brokers’ or underwriters’ fees or commissions will be borne by the selling stockholders. We will not receive any proceeds from the sale of the shares by the selling stockholders.
The selling stockholders have not advised us of any specific plans for the distribution of the shares covered by this Prospectus, but it is anticipated that such shares will be sold from time to time primarily in transactions, which may include block transactions, on any stock exchange, market or trading facility on which our common stock is then traded at the market price then prevailing, although sales may also be made in negotiated transactions or otherwise. The selling stockholders and the brokers and dealers through whom sale of their shares may be made may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and their commissions or discounts and other compensation may be regarded as underwriters’ compensation. See “Plan of Distribution.”
Our common stock is currently listed on the OTC Electronic Bulletin Board under the symbol “USWE.” On December 14, 2000, the last reported sale price of our common stock on the OTC Electronic Bulletin Board was $1.6875 per share.
Our principal executive offices are located at 750 Lexington Avenue, New York, New York 10022, and our telephone number at such address is (212) 750-7766.
You should read all of this prospectus, especially the section "Risk Factors" starting on page 2, and the current public information and audited financial statements incorporated by reference, before deciding whether to purchase the common stock offered in this prospectus.
U.S. Wireless Data has set the industry standard for wireless payment processing. Our proprietary Synapsesm platform brings together three large, rapidly growing industries - transaction processing, wireless data transport and the Internet - to provide a universal gateway for all parties in a wireless point-of-sale (POS) transaction.
Synapse enables unrestricted wireless transactions in untapped markets. It provides a much-needed solution for many categories of merchants, creating rich new revenue streams for merchant acquirers and card processors. Synapse enables merchants to process credit, debit, EBT, and other card transactions as fast as cash, without the inconvenience and cost of being tethered to a telephone line or an electrical outlet. Synapse enables wireless check authorizations as well.
Additional benefits pioneered by U.S. Wireless Data - including an unprecedented depth of online management reporting - are making Synapse indispensable in both mobile and fixed environments, for both wireless and wire merchants.
At the forefront of innovation in the wireless arena, U.S. Wireless Data maintains its leadership through the continuous development of cutting edge solutions for other transaction environments. As we cross new frontiers in the transport of wireless data, we will continue to provide services that bring vastly increased efficiencies and revenues to new industries and market segments where mobile, high-speed, and reliable data transactions are needed.
U.S. Wireless Data is led by a management team with a depth of experience in credit card processing, point-of-sale terminal manufacturing, wireless data and IT management. Founded in 1991, the company has been publicly held since 1993.
| Securities Offered................ | 21,121,577 shares of our common stock. Of such shares, 562,500 shares are CellGate's shares, 8,973,215 shares are issuable upon the exercise of warrants and 9,311,000 shares are issuable upon conversion of Series C convertible preferred stock, 2,274,862 shares issued in connection with the exercise of previously outstanding warrants and convertible debentures. |
| Use of Proceeds................... | We will not receive any of the proceeds from the sale of the common stock offered by the selling stockholders. |
| Risk Factors...................... | The securities offered hereby involve a high degree of risk. See "RISK FACTORS" on page 2. |
| Offering Price.................... | All or part of the shares of common stock offered hereby may be sold from time to time in amounts and on terms to be determined by the selling stockholders at the time of sale. |
| OTCBB Trading Symbol.............. | "USWE" |
Investing in our stock is highly speculative and risky. You should be able to bear a complete loss of your investment. Before making an investment decision, you should carefully consider the following risk factors. In any event or circumstance described in the following risk factors actually occurs, it could materially adversely affect our business, operating results and financial condition. The risks and uncertainties described below are not the only ones which we face. There may be additional risks and uncertainties not presently known to us or that we currently believe are immaterial which could also have a negative impact on our business, operating results and financial condition.
We have never been profitable, and there is no assurance that we will generate significant revenues or profits in the future.
We have never been profitable and have incurred substantial losses since our inception. We had an accumulated deficit of approximately $92,174,000 at September 30, 2000, and had a loss of $2,928,000 for the quarter ended September 30, 2000. Our SYNAPSE system is relatively new and there is no history upon which to base a judgment of its prospects. There is no assurance we will generate significant revenues from Synapse or otherwise or that we will ever become profitable. There can be no assurance that SYNAPSE will gain market acceptance.
The success of our new business plan is uncertain.
The success of our new business plan, which is to concentrate on trying to develop a recurring revenue stream from customers’ use of our SYNAPSE neutral gateway, is dependent on SYNAPSE being utilized by merchant acquirers, processors and independent sales organizations in sufficient quantities to generate profits. To date, the revenues generated from SYNAPSE have been nominal. The failure to successfully implement our new business plan would have a material adverse effect on our business, operating results and financial condition.
Approximately 60% of our revenue for the fiscal quarter ended on September 30, 2000 was generated from one customer and, accordingly, the loss of such a customer could adversely affect our revenues.
For the fiscal quarter ended September 30, 2000, Cardservice International, Inc. (“CSI”) accounted for approximately 60% of our revenue. Although we are seeking to broaden our client base, no assurance can be made that our efforts will be successful or that CSI or another client will not account for a large concentration of our revenues. If any one customer accounts for a significant portion of our revenues, the loss of such customer could adversely affect our business, operating results and financial condition.
There is no assurance that the market will accept our SYNAPSE system.
We plan to generate our revenue from sales of services relating to wireless credit card and other transactions. The market for providing this service is in the early stages of development and it is difficult to predict the rate at which this market will grow, if at all. Future competitors are likely to introduce services that compete with the services offered by us. Demand for these services could be affected by numerous factors outside of our control, including, among others, market acceptance by prospective customers, the introduction of new or superior competing technologies or services that are available on more favorable pricing terms than those being offered by us, and the general condition of the economy. Any market acceptance for our services may not develop in a timely manner or may not be sustainable. Our success will likely depend on our ability to sell our services to merchant acquirers and independent sales organizations, as well as an increase in the availability of terminals that interface with SYNAPSE. New or increased competition may result in market saturation, more competitive pricing, or lower margins. Our business, operating results and financial condition would be materially and adversely affected if the market for our services fails to grow, grows more slowly than anticipated, or becomes more competitive or if our products and services are not accepted by targeted customers even if a substantial market develops.
We may not be able to protect our proprietary technology, which could enable others to more easily compete with us.
Our performance and ability to compete are dependent to a significant degree on our proprietary technology. We rely on our patents, copyrights, service marks, trademarks, trade secrets and similar intellectual property as critical to our success, and rely on patent, trademark and copyright law, trade secret protection and confidentiality and/or license agreements with our employees, customers, partners and others to protect our proprietary rights. We have been granted two design patents, have filed an application to patent the SYNAPSE process and expect to file additional patents as we determine appropriate. There can be no assurance that a patent will be issued from the patent application filed by us or that patents will be issued from any patent applications filed by us or our licensors in the future or that the scope of any claims granted in any patent will provide meaningful proprietary protection or a competitive advantage to us. There can be no assurance that the validity or enforceability of patents issued or licensed to us will not be challenged by others or, if challenged, will be upheld by a court. In addition, there can be no assurance that competitors will not be able to circumvent any patents issued or licensed to us. We have been granted the service mark “U.S. Wireless Data” and have filed for the service mark “SYNAPSE”, “Wireless Made Easy”, “Wireless Express Payment Service”, “WEPS”, “Powered by WEPS”, “e-Processing”, “e-Processing for the new millennium” in the United States. There can be no assurance that we will be able to secure significant protection for these marks. Our inability to protect our proprietary rights adequately would have a material adverse effect on our business.
We generally have entered into agreements containing confidentiality and non-disclosure provisions with our employees and consultants and limit access to and distribution of our documentation and other proprietary information. There can be no assurance that the steps taken by us will prevent misappropriation of our technology or that agreements entered into for that purpose will be enforceable.
Notwithstanding the precautions taken by us, it might be possible for a third party to copy or otherwise obtain and use our proprietary information without authorization or to develop similar technology independently. Policing unauthorized use of our technology is difficult. The laws of other countries may afford us little or no effective protection of our intellectual property. Effective trademark, service mark, copyright and trade secret protection may not be available in every country in which our products and services are made available. In the future, we may also need to file lawsuits to enforce our intellectual property rights, protect our trade secrets, and determine the validity and scope of the proprietary rights of others. Such litigation, whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business operating results and financial condition.
We may be sued by third parties for infringement of their intellectual property rights and incur costs of defense and possibly royalties or lose the right to use technology important to providing our services.
The telecommunications and software industries are characterized by the existence of a large number of patents and frequent litigation based on allegations of patent infringement or other violations of intellectual property rights. As the number of participants in our market increases, the possibility of an intellectual property claim against us could increase. Any intellectual property claims, with or without merit, could be time-consuming and expensive to litigate or settle, could require us to enter into costly royalty arrangements, could divert management attention from administering our business and could preclude us from conducting our business.
Our services rely on an emerging infrastructure that could encounter capacity constraints or system failures which could adversely affect our reputation and market acceptance of our product.
We utilize a variety of technologies, infrastructures and products in providing SYNAPSE, including wireless networks, web servers, Internet information servers, local area networks, data storage devices and proprietary applications. If these systems experience difficulties, capacity constraints or service interruptions, it could have a detrimental impact on our business, operating results and financial condition.
The satisfactory performance, reliability and availability of SYNAPSE and our network infrastructure are critical to our reputation and our ability to attract and retain customers and maintain adequate customer service levels. Any system interruptions or quality defects would reduce the quantity and/or quality of services rendered and the attractiveness of our product offerings and would have a material adverse effect on our reputation, business, operating results and financial condition.
We are dependent on outside parties for our wireless infrastructure.
Our ability to retain and attract merchant acquiring banks, independent sales organizations and card processors to SYNAPSE is dependent upon, among other things, the performance of the cellular and digital wireless communication networks and credit card processing networks used by us. Any system or network failure that causes interruption or slower response time of our services could result in reduced usage and could reduce the attractiveness of SYNAPSE to consumers.
The recent growth in cellular and digital wireless traffic has caused periods of decreased performance requiring wireless providers to upgrade and expand their infrastructures. If wireless usage continues to increase rapidly, the wireless infrastructure may not be able to support the demands placed on it by this growth and its performance and reliability may decline. Consequently, the emergence and growth of the market for our services is dependent on future improvements to the entire wireless network.
We will have to keep pace with new products and rapid technological change in order to remain competitive in the marketplace.
If we are able to sufficiently penetrate the market with our SYNAPSE service, our future success will depend upon our ability to keep pace with technological developments and respond to evolving merchant demands. Failure to anticipate or respond adequately to technological developments or significant delays in product development could damage our potential position in the marketplace and could result in less revenue or an inability to generate profits. With our current limited financial and technical resources, we may not be able to develop or market new services or enhancements to our existing service offerings. It is possible that we could experience significant delays in these endeavors. Any failure to successfully develop and market services and service enhancements could have a material adverse effect on our business, operating results and financial condition.
We face potential competition and pricing pressures from larger, well financed and recognized companies and we may not be able to compete successfully if such potential competitors enter the market.
The market for our products and services is highly competitive, including pressure to maintain competitive pricing structures for credit card processing services. We have identified potential competitors that may be logical candidates to develop SYNAPSE-like solutions, although at the present time, we are aware of no other applications currently available that are designed specifically for wireless transaction processing utilizing Internet-based tools. However, barriers to entry in our business are relatively insubstantial and companies with substantially greater financial, technical, marketing, manufacturing and human resources, as well as those with far greater name recognition than us, may attempt to enter the market. We believe that our ability to compete depends on brand recognition, price, distribution channels and quality of service. There can be no assurance that we will be able to compete successfully in the market.
We depend on recruiting and retaining key management and technical personnel and we may not be able to develop new services or support existing services if we cannot hire or retain qualified employees.
Our success depends to a large degree upon the skills of our senior management team and current key employees. We depend particularly upon Dean M. Leavitt, our Chief Executive Officer. We have an employment agreement with Mr. Leavitt and with certain of our other employees. We do not maintain key person life insurance for any of our officers or key employees other than Mr. Leavitt. We do not generally require our executives or our employees to enter non-competition agreements with us, and those executives or employees could leave us to form or join a competitor. The loss of any of our key executives, the use of proprietary or trade secret data by former employees who compete with us, or the failure to attract, integrate, motivate, and retain additional key employees could have a material adverse effect on our business, operating results and financial condition. Because of the technical nature of our services and the dynamic market in which we compete, our performance depends on attracting and retaining key employees. Competition for qualified personnel in the wireless data and software industries is intense and finding qualified personnel with experience in both industries is even more difficult. We believe there are only a limited number of individuals with the requisite skills in the field of wireless data communication, and it is becoming increasingly difficult to hire and retain these persons.
We might not be able to manage our growth.
We anticipate a period of significant growth in connection with our entry into the market for wireless payment transaction delivery. The resulting strain on our managerial, operational, financial, and other resources could be significant. Success in managing this expansion and growth will depend, in part, upon the ability of senior management to manage our growth effectively. Any failure to manage our proposed growth and expansion could have a material adverse effect on our business, operating results and financial condition.
In addition to managing our company-wide growth, we must continue to develop and expand our systems and operations to accommodate expected growth in the use of SYNAPSE. Due to the limited deployment of our services to date, the ability of our systems and operations to connect and manage a substantially larger number of customers while maintaining superior performance is unknown. Any failure on our part to develop and maintain our wireless transaction service as we experience rapid growth could significantly reduce demand for our services and materially adversely affect our revenue.
Our use of wireless and internet technologies could pose security issues regarding data transmission and reporting.
Utilization of SYNAPSE involves the transmission of payment transactions via a wireless network and SYNAPSE server from the merchant's POS to the payment processor and back. All airlink data is transmitted in an encrypted format through secure channels. The reporting and utility functions accessible via the Internet are designed with a variety of security precautions, and the end-user's card number is not contained in the database accessible via the Internet. However, a significant barrier to the growth of wireless data services or transactions on the Internet or by other electronic means has been the need for secure transmission of confidential information. Our systems could be disrupted by unauthorized access, computer viruses and other accidental or intentional actions. We may incur significant costs to protect against the threat of security breaches or to alleviate problems caused by such breaches. If a third party were able to misappropriate our users' personal or proprietary information or credit card information, we could be subject to claims, litigation or other potential liabilities that could materially adversely impact our revenue and may result in the loss of customers.
We may be subject to liability for transmitting information, and our insurance coverage may be inadequate to protect us from this liability.
We may be subject to claims relating to information transmitted over systems we develop or operate. These claims could take the form of lawsuits for defamation, negligence, copyright or trademark infringement or other actions based on the nature and content of the materials. Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to cover all costs incurred in defense of potential claims or to indemnify us for all liability that may be imposed.
Because our business is not currently diversified, if our wireless payment transaction delivery processing business does not succeed, our business may fail.
We currently have only one product, Synapse, and accordingly, there is no diverse portfolio of products on which to rely if Synapse fails. If Synapse fails, we would fail unless we develop new products and a new business plan.
Our business is dependent on our relationship with wireless carriers.
A significant aspect of our strategy is to be able to market Synapse as working with all major wireless protocols. Our business depends, in part, on our ability to purchase sufficient capacity from the wireless carriers and the security and reliability of their systems. If our current arrangements with wireless carriers are terminated, if we are unable to enter into arrangements with any new carriers or if the terms of our arrangements are altered or prices are increased, it may have a material adverse effect on our business.
Our acquisition of CellGate could require additional consideration payments.
Although we completed the acquisition of substantially all of the assets of CellGate in November 2000, we may be required to pay additional consideration to CellGate. Under certain circumstances, we may be required to pay additional cash consideration to CellGate based upon the closing price of the Common Stock at certain dates. The amount of additional consideration could be material and have an adverse effect on our operating results and financial condition.
CellGate could lose its rights to its exclusive, except as to AT&T Wireless and its affiliates, license with AT&T Wireless.
CellGate’s rights to a technology that make the conversion from landline to wireless transactions possible for traditional dial-up point of sale terminals and other dial-up devices are dependent upon an exclusive, except as to AT&T Wireless and its affiliates, license agreement with AT&T Wireless. Under certain circumstances the license agreement may be terminated and CellGate would no longer have access to this technology. Additionally, there can be no guarantees that AT&T Wireless or its affiliates will not enter into competition with CellGate for the application of this technology, and should such competition arise, it could have an adverse effect on our operating results and financial condition.
The benefits derived from any acquisition or strategic alliance may be less than the price we pay and may result in excessive expenses if we do not successfully integrate them. The costs and management resources we expend in connection with such integrations may exceed our expectations.
Acquisitions and strategic alliances may have a significant impact on our business, financial condition and results of operations. The value of acquisitions may be less than the amount we pay for them if there is:
| o A decline of their position in the respective markets; or |
| o A decline in general of the markets they serve. |
The expenses associated with these transactions may be greater and their revenue may be smaller than expected if:
| o We fail to assimilate any acquired assets with our pre-existing business; |
| o We lose key employees of these companies or ours as a result of acquisitions; |
| o Our management's attention is diverted by other business concerns; or |
| o We assume unanticipated liabilities related to any acquired assets. |
In addition, the companies we may acquire may be subject to the other business risks we describe in this section which may adversely impact such business. Further, we cannot guarantee that we will realize the benefits or strategic objectives we are seeking to obtain if we make any acquisitions.
We may be adversely impacted by government regulation of the wireless infrastructure and the Internet.
We are not currently subject to direct regulation by the Federal Communications Commission or any other governmental agency, other than regulations applicable to business in general. However, in the future, we may become subject to regulation by the FCC or another regulatory agency. In addition, the wireless carriers who supply us airtime are subject to regulation by the FCC and regulations that affect them could increase our costs or reduce our ability to continue selling and supporting our services.
The laws governing Internet transactions remain largely unsettled. The adoption or modification of laws or regulations relating to the Internet could adversely effect our business, operating results, and financial condition by increasing our costs and administrative expenses. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel, consumer protection, and taxation apply to the Internet. Laws and regulations directly applicable to communications or commerce over the Internet are becoming more prevalent. We must comply with new regulations in the United States, as well as any other regulations adopted by other countries where we may do business. The growth and development of the market for online commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad, as well as new laws governing the taxation of Internet commerce. Compliance with any newly adopted laws may prove difficult for us and may harm our business, operating results, and financial condition.
We have a 80% shareholder who is able to exercise substantial influence over us.
We are effectively controlled by ComVest Capital Management LLC (“ComVest”), which beneficially owns, as of September 30, 2000, approximately 80% of our Common Stock. Such ownership interest gives ComVest substantial influence over the outcome of all matters submitted to our shareholders, including the election of directors. Pursuant to an agreement, Commonwealth Associates, an affiliate of ComVest, has the right to designate two directors.
The market for our stock could suffer because there may be too many available shares.
We have approximately 9,500,000 million total shares of Common Stock outstanding as of November 30, 2000. Of that number, approximately 4,300,000 million shares are in the public float. We have a substantial number of additional shares of Common Stock that are either presently outstanding or issuable upon conversion or exercise of other securities that were issued as "restricted securities" and are either presently saleable under SEC Rule 144 or which will become eligible for sale under SEC Rule 144 over the next several months to one year.
Most of the "restricted securities" are being registered hereby and will be saleable pursuant to this Prospectus. Of those shares of common stock, a substantial amount of shares are subject to "lock-up" agreements, which limit the disposition of such shares for certain periods. However, when these securities are saleable in the market, the volume of securities which are sold or which are saleable and "overhang" the market, may substantially depress the market price of our common stock.
Our Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares of preferred stock. Our board of directors is empowered, without shareholder approval, to issue a new series of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock. Such authority, together with certain provisions of Delaware law and of our Certificate of Incorporation and bylaws, may have the effect of delaying, deterring or preventing a change in control of us, may discourage bids for the Common Stock at a premium over the market price and may adversely affect the market price, and the voting and other rights of the holders, of our Common Stock. Although we have no present intention to issue any additional shares of our preferred stock or Common Stock, there can be no assurance that we will not do so in the future. Our board of directors may issue rights, options, warrants or other convertible securities (hereinafter “rights”) entitling the holders of the rights to purchase, receive or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation, upon such terms as are determined by our board of directors. Our board of directors is free, subject to its fiduciary duties to shareholders, to structure the issuance or exercise of the rights in a manner which may exclude “significant shareholders,” as defined, from being entitled to receive such rights or to exercise such rights or in a way which may effectively prevent a takeover of the corporation by persons deemed hostile to management. Nothing presently contained in our Certificate of Incorporation prohibits our board of directors from using these types of rights in this manner.
We have never paid Common Stock dividends and are unlikely to do so for the foreseeable future.
We have never paid cash or other dividends on our Common Stock. It is our intention to retain any earnings to finance the operation and expansion of our business, and therefore, we do not expect to pay any cash dividends in the foreseeable future.
The common stock is traded on the OTCBB under the symbol “USWE.” The trading volume of the Common Stock historically has been limited and sporadic, and the stock prices have been volatile. For example, during the quarter year ended September 30, 2000, the common stock has traded at prices ranging from $6.00 to $10.00. As a result of the limited and sporadic trading activity, the quoted price for the common stock on the OTCBB is not necessarily a reliable indicator of its fair market value.
The exercise of warrants and conversion of preferred stock will dilute the existing shares of common stock.
Upon exercise of warrants held by certain of the selling stockholders and upon conversion of convertible securities owned by certain selling stockholders, the percentage ownership of our common stockholders will be diluted.
This Prospectus covers offers and sales of the following shares of Common Stock:
| o | 562,500 shares issued in connection with the acquisition of the assets of CellGate Technologies, LLC; |
| o | 11,638,750 shares underlying the Units, which consist of Series C Preferred Stock and warrants, issued in the private placement completed in May 2000; |
| o | 3,491,625 shares underlying warrants issued to certain entities for acting as placement agent in connection with private placement which occurred in May 2000; |
| o | 12,269 shares underlying warrants issued in October 1998 in connection with a bridge financing. These warrants have an exercise price of $6.192 per share and expire October 27, 2001; |
| o | 75,000 shares underlying warrants issued in connection the issuance of the Series B Preferred Stock. These warrants have an exercise price of $6.00 per share and expire in April 2004; |
| o | 52,192 shares underlying warrants issued to various vendors for services performed. These warrants have exercise prices ranging from $9.60 to $23.00, and expiration dates ranging from March 2003 to June 2005; |
| o | 48,525 shares underlying warrants issued from October 1998 to December 1998 in connection with the redemption of the Series A Preferred Stock. Of these warrants, 14,104 have an exercise price of $9.60 per share and expire in October 2001. Of these warrants, 16,654 have an exercise price of $6.376 per share and expire in November 2001, and 17,767 of these warrants have an exercise price of $6.556 per share and expire in December 2001; |
| o | 111,515 shares underlying warrants issued in October 1999 in connection with a private investment. These warrants have an exercise price of $6.00 and expire in July 2004; |
| o | 49,375 shares underlying warrants issued in connection with the redemption of outstanding Series B Preferred Stock, which includes previously issued Convertible Debentures which were converted into shares of Series B Preferred Stock. The Series B Preferred Stock was issued in April 1999 and was redeemed between January 2000 and May 2000. Of these warrants, 37,500 have an exercise price of $9.120 per share and expire in April 2004, and 11,875 of these warrants have an exercise price of $6.00 per share and expire during July and April of 2004; |
| o | 32,123 shares underlying warrants issued in July 1998 in connection with the issuance of 6% Convertible Debentures. These warrants have an exercise price of $7.004 per share and expire in July 2001; |
| o | 1,343,750 shares underlying warrants issued in May 1999 to an executive in connection with his employment agreement. Of these warrants, 671,875 have an exercise price of $3.50 per share and expire in March 2009 and the remaining 671,875 warrants have an exercise price of $5.86 and expire in March 2009; |
| o | 1,429,091 shares underlying warrants issued in December 1999 in connection with a bridge financing. These warrants havean exercise price of $.01 and expire in December 2006. |
| o | 2,274,862 shares issued in connection with the exercise of previously outstanding warrants and convertible debentures; |
The following table provides information on the selling stockholders, their current beneficial ownership of our securities, the number of shares offered for each stockholder's account, and the amount and percentage of their beneficial ownership after this offering, assuming they sell all of the offered shares. "Beneficial ownership" here means direct or indirect voting or investment power over outstanding stock and stock which a person has the right to acquire now or within 60 days after the date of this Prospectus. It therefore includes stock issuable on exercise of the warrants described above.
The information in the table is from the selling stockholders, reports furnished to us under rules of the SEC and our stock ownership records. Except as noted in the footnotes, no selling stockholder has had, within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates. The calculation of the percentage of Common Stock beneficially owned after the offering is based on 9,528,228 shares outstanding as of the date of this Prospectus.
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Abrams IE Partnership 57,291 57,291 0 *
Revocable Trust of James Adametz 10,416 10,416 0 *
Alliance Equities Inc. 26,043 26,043 0 *
Saverio & Deena Anastasio, as
Joint Tenants 20,832 20,832 0 *
Alan J. Andreini Sr. 31,250 31,250 0 *
Apodaca Investment Partners, L.P. 116,666 116,666 0 *
Apodaca Investment Offshore, Ltd. 250,000 250,000 0 *
Michael Appelbaum & Fran Appelbaum,
as Joint Tenants 2,084 2,084 0 *
Wexford Clearing Custodian for
Michael Appelbaum IRA 1,041 1,041 0 *
Archery Capital LLC 416,666 416,666 0 *
Basil J. Asciutto 3,125 3,125 0 *
Richard J. Aslanian 20,834 20,834 0 *
Michael Astor 10,416 10,416 0 *
Dr. Jim G. Aukstuolis 10,416 10,416 0 *
Sloan D. Autremot 833 833 0 *
The Bald Eagle Fund Ltd. 3,750 3,750 0 *
Ballyhoo Partners LLC 41,666 41,666 0 *
Barington Capital Group LP 10,416 10,416 0 *
Carmela Basile & Vincent Longobardo
as Tenants-in-Common 15,625 15,625 0 *
CellGate Technologies, LLC 562,500 562,500 0 *
Arindak S. Basu & Chao-Hui
Tuan, as Joint Tenants 10,416 10,416 0 *
Hassan & Neptune Kasrate Bazhi,
as Joint Tenants 10,416 10,416 0 *
John P. Becker 10,416 10,416 0 *
John W. Beiser & Maureen W.
Beiser, as Joint Tenants 20,834 20,834 0 *
Ben Franklin Financial, Inc. 10,416 10,416 0 *
Ben Joseph Partners 41,666 41,666 0 *
Kim M. Beretta Trust UA DTD
10/12/94 10,416 10,416 0 *
Paul Berger 10,416 10,416 0 *
Donald Berglund 10,416 10,416 0 *
Robert A. Berlacher & Julie T.
Berlacher as Tenants-By-Entirety 20,834 20,834 0 *
Howard Bernstein & Sandra Bernstein,
as Joint Tenants 10,416 10,416 0 *
Dr. Robert Bettinger 20,834 20,834 0 *
Bickford Limited 20,833 20,833 0 *
Daniel Binsfeld 10,416 10,416 0 *
Stephen J. Bishop 15,625 15,625 0 *
Craig & Annette Blitz, as Joint
Tenants 3,125 3,125 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Dr. Jeffrey Blomstedt & Susan I.
Lascala, as Joint Tenants 10,416 10,416 0 *
Harold Blue 10,416 10,416 0 *
BNB Associates Investments LP 26,041 26,041 0 *
Hans C. Bodmer 20,834 20,834 0 *
Bold Street, LLC 112,500 112,500 0 *
Jeffrey O. & Deborah R. Bolding,
as Joint Tenants 10,416 10,416 0 *
Michael & Tracy Bollag, as Joint
Tenants 20,834 20,834 0 *
Ronald B. Booth 10,416 10,416 0 *
Andrew K. Boszhardt, Jr. 31,250 31,250 0 *
Briar Creeck Investments LLC 10,416 10,416 0 *
Jon Brown 10,416 10,416 0 *
Michael & Mary Jo Brummer, as
Joint Tenants 10,416 10,416 0 *
Adolf Brundler 62,500 62,500 0 *
Lawrence Brustein 10,416 10,416 0 *
Paul Burgess 10,416 10,416 0 *
The Burtzloff Family Trust 208,334 208,334 0 *
Daniel J. & Deborah J. Callahan, as
Joint Tenants 46,875 46,875 0 *
Felix & Joyce Campos, as Joint
Tenants 50,000 50,000 0 *
J A Cardwell, Sr. 10,416 10,416 0 *
James A. Cardwell, Jr. 10,416 10,416 0 *
John A. Catsimatidis 10,416 10,416 0 *
C E Unterberg Towbin Capital
Partners I. L.P. 15,625 15,625 0 *
Albert & Doris Chance, as Joint
Tenants 10,416 10,416 0 *
Chun Pin Cheng 10,416 10,416 0 *
Circle F Ventures LLC 20,834 20,834 0 *
CNCASCT Burnoy 7,099 7,099 0 *
Cornell Consulting International, Inc. 12,500 12,500 0 *
David Cohen 15,625 15,625 0 *
Jonathan R. Cohen 10,416 10,416 0 *
James C. Collins 10,416 10,416 0 *
Kyle W. Collins 10,416 10,416 0 *
Commonwealth Associates L.P. (1) 6,250 6,250 0 *
Comvest Capital Management,(1)
LLC 3,238,641 3,238,641 0 *
Richard P. Confer 15,625 15,625 0 *
Conzett Europa Invest Ltd. 20,834 20,834 0 *
Edwin & Judith Cooperman, as
Joint Tenants (5) 20,834 20,834 0 *
Bruce Corbin 10,416 10,416 0 *
Wexford Clearing C/F Richard
Corbin IRA 10,416 10,416 0 *
Richard & Robyn Corbin, as Joint
Tenants 10,416 10,416 0 *
Jose M. Cornide, Jr. 10,416 10,416 0 *
Robert J. & Rosemarie Coury, as
Joint Tenants 10,416 10,416 0 *
Brian K. Coventry (4) 3,125 3,125 0 *
Cranshire Capital L.P. 52,084 52,084 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Robert & Barbara Crown, as Joint
Tenants 31,250 31,250 0 *
Stephen P. Cunningham & Wendell
Fleming, as Joint Tenants 10,416 10,416 0 *
Cuttyhunk Fund 15,349 15,349 0 *
Michael Daffey 10,416 10,416 0 *
Dan & Tom USWD Partnership 10,416 10,416 0 *
Mark Danieli 3,125 3,125 0 *
Data Wireless, LLC 10,416 10,416 0 *
James A. & Rebecca C. Davenport,
as Joint Tenants 10,416 10,416 0 *
David Deatkine, Jr. 10,416 10,416 0 *
Kenneth DeJohn 37,500 37,500 0 *
Dr. David J. Dercher & Su Ellen
Dercher, as Joint Tenants 10,416 10,416 0 *
Dominick Di Cesare 10,416 10,416 0 *
Frank Dileonardo & Gary Blum, as
Tenants-in-Common 10,416 10,416 0 *
The Dotcom Fund L.L.C. 62,500 62,500 0 *
Bear Stearns SEC Corp. Custodian
for Hugh W. Downe Roth IRA
52205578 10,416 10,416 0 *
Donald G. Drapkin 28,334 28,334 0 *
Ronald Drazin 10,416 10,416 0 *
John Duncan 10,416 10,416 0 *
Veerendra & Poornina Durgam, as
Joint Tenants 10,416 10,416 0 *
DW Trustees (BVI) Limited Main
Fund 10,416 10,416 0 *
Glen S. Edelman & Norman Edelman,
as Joint Tenants 10,416 10,416 0 *
Edgewater Ventures, LLC 20,834 20,834 0 *
Edinroc Investments LP 20,834 20,834 0 *
EDJ Limited 20,834 20,834 0 *
James P. Elder 10,416 10,416 0 *
Elite Sales, Inc. Profit Sharing Plan 10,416 10,416 0 *
Craig William Ellis 10,416 10,416 0 *
Eminence Capital, LLC 20,834 20,834 0 *
The Endeavor Capital 38,586 38,586 0 *
Etrenet Group, LLC 4,692 4,692 0 *
Dr. Frederick B. Epstein 10,416 10,416 0 *
Erlbaum Investment Partners 67,709 67,709 0 *
Sir Richard Harry Evans 10,416 10,416 0 *
Per Olof Ezelius 10,416 10,416 0 *
Fabco International Inc. 10,416 10,416 0 *
The Gianna Falk Trust 5,209 5,209 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
WexFord Clearing Services Corp
C/F Michael Falk IRA (6) 10,416 10,416 0 *
Michael S. Falk (4)(2) 52,084 52,084 0 *
The Mikaela Falk Trust 5,209 5,209 0 *
David P. Faxon Jr. Living Trust
Dave P. Faxon Jr. TTEE 10,416 10,416 0 *
Feinstein Eisenberg Associates 62,500 62,500 0 *
Aubrey J. Ferrao TTE Aubrey J.
Ferrao Living Trust UAD
6/26/98 10,416 10,416 0 *
Duane M. Fiedler 41,666 41,666 0 *
Howard & Jill Fife, as Joint
Tenants 31,250 31,250 0 *
Richard Fife 10,416 10,416 0 *
Marcus S. Finkle IRA Account 31,250 31,250 0 *
Timothy E. Fitzgerald 10,416 10,416 0 *
Flavin, Blake Investors, L.P. 62,500 62,500 0 *
John P. Flavin 10,416 10,416 0 *
Aaron J. Flexshaker 10,416 10,416 0 *
Hayden R. & Ladonna M. Fleming
Revocable Trust DTD 7/19/95 10,416 10,416 0 *
Joseph H. Flom 20,834 20,834 0 *
Flynn Corporation 208,334 208,334 0 *
FM Grandchildren's Trust 15,625 15,625 0 *
Fred Lewis Productions, Inc.,
Profit Sharing Plan Trust 20,834 20,834 0 *
James C. Free 25,000 25,000 0 *
Charles L. Friedlander 10,416 10,416 0 *
Philip Friedman 20,834 20,834 0 *
Victor Friedman 20,834 20,834 0 *
Peter Fulton 5,209 5,209 0 *
Gabelli Group Capital Partners Inc. 20,834 20,834 0 *
Gallagher Corporation 208,334 208,334 0 *
Martin W. Gangel Trust U A DTD 10,416 10,416 0 *
Bennie C. Gatewood Revocable
Trust 10,416 10,416 0 *
Gregg M. Gaylord 10,416 10,416 0 *
Gazoo Ventures LLC 10,416 10,416 0 *
Marshall Geller 20,834 20,834 0 *
Generation Capital Associates 41,666 41,666 0 *
Gerlach and Company 10,416 10,416 0 *
Anthony J. Giardina 2,084 2,084 0 *
Howard Gittis 20,834 20,834 0 *
Bruce Glaser (4) 5,209 5,209 0 *
Jonathan L. Glashow 10,416 10,416 0 *
Alvin H. Glick 10,416 10,416 0 *
Justin Gmelich 10,416 10,416 0 *
Kenneth Goldberg 10,416 10,416 0 *
Paul D. Goldenheim 10,416 10,416 0 *
Jacob Goldfield 41,666 41,666 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Raymond Thomas Goodrich & Rebecca
Lea Patton, as Joint Tenants 31,250 31,250 0 *
Chris Gordon 10,416 10,416 0 *
Noam Gottesman 20,834 20,834 0 *
Grayson Financial Management
Corp. 10,416 10,416 0 *
Jay Greenwald 10,416 10,416 0 *
Scott L. Greiper (4) 8,334 8,334 0 *
Andrew Hart 112,500 112,500 0 *
Fred Hart 10,416 10,416 0 *
Roland F. Hartman 10,416 10,416 0 *
Harvard Developments Inc. 31,250 31,250 0 *
Harvard Investments Inc. 62,500 62,500 0 *
James N. Hauslein 20,834 20,834 0 *
Robert Hazan 10,416 10,416 0 *
Steven Hazan 10,416 10,416 0 *
Herbert L. Henkel 10,416 10,416 0 *
Philip Herman 10,416 10,416 0 *
Timothy J. Herrmann 1,250 1,250 0 *
Robert Herscu 10,416 10,416 0 *
Lord Hesketh 10,416 10,416 0 *
Kenneth E. Higgins, Jr. 4,166 4,166 0 *
Carol R. Hill Spousal Trust 62,500 62,500 0 *
Thomas E. Hodapp 15,625 15,625 0 *
Robert Hoffman & Randy
Weatherford, as Tenants-In-
Common 10,416 10,416 0 *
Neal Holtvogt 10,416 10,416 0 *
Brian Hunter 10,416 10,416 0 *
Lisa Rudolph Hurwitz IRA 10,416 10,416 0 *
Intercontinental Investment
Services, Inc. 10,416 10,416 0 *
Andre W. Iseli 10,416 10,416 0 *
Janoff & Gurevich LLP Retirement
Plan 10,416 10,416 0 *
J.F. Shea & Co., Inc. 312,500 312,500 0 *
L. Wayne Johnson & Kimber Johnson as
Tenants-in-Common 15,625 15,625 0 *
Peggy Jordan 31,250 31,250 0 *
JR Squared, LLC 31,250 31,250 0 *
JW Charles Securities, Inc. 11,764 11,764 0 *
JW Genesis Securities, Inc. 40,611 40,611 0 *
Kabuki Partners 41,666 41,666 0 *
Defined Benefit Pension Plan for
Norman Kane, M.D. 10,416 10,416 0 *
Kanodia Partners LP 41,666 41,666 0 *
Anita L. Kaplan 20,834 20,834 0 *
Barry A. Kaplan (2) 520,833 520,833 0 *
Robert W. Kasten, Jr. 10,416 10,416 0 *
Robert J. Katz 41,666 41,666 0 *
Wexford Clearing Services Corp.
C/F Mitchell Kaufman IRA 10,416 10,416 0 *
Nanda Kaushik & Champaka Lakshemi,
as Joint Tenants 10,416 10,416 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Thomas R. Kelley 10,416 10,416 0 *
Kensington Partners, L.P. 16,166 16,166 0 *
Kensingston Partners II, L.P. 916 916 0 *
Thomas G. Keough 10,416 10,416 0 *
Keyway Investments Limited 20,834 20,834 0 *
William F. Kirk & Lynn R. Kirk as
Joint Tenants 10,416 10,416 0 *
Bernard Kirsner Trust 10,416 10,416 0 *
K&K Development 10,416 10,416 0 *
Carl Kleidman (4) 4,166 4,166 0 *
Garth A. Koniver 10,416 10,416 0 *
Robert P. Koune 52,084 52,084 0 *
Robert Kramer 62,500 62,500 0 *
Dennis H. & Daryl Brook Kraus,
as Joint Tenants 10,416 10,416 0 *
Richard D. Lapthorne 20,834 20,834 0 *
The Leavitt 2000 Annuity Trust
(7)(8) 149,904 149,904 0 *
Dean M. Leavitt & Jody Leavitt as
Joint Tenants (7) 52,084 52,084 0 *
Dean M. Leavitt (2)(3) 1,736,743 1,736,743 0 *
Kwan Lee, M.D. Ohio Valley
Anestesia Association Pension Plan 10,416 10,416 0 *
Christopher Lenzo 52,084 52,084 0 *
Charles I. Leone (3) 20,833 20,833 0 *
Elliot & Marcia Lepler, as Joint
Tenants 10,416 10,416 0 *
Daniel G. Levene 10,416 10,416 0 *
Eli Levitin 10,416 10,416 0 *
Stuart J. Levy 10,416 10,416 0 *
Liebro Partners LLC 10,416 10,416 0 *
Lighthouse Partners USA, LP 45,521 45,521 0 *
Marjorie Lin 10,416 10,416 0 *
Wexford Clearing Service CF
Rong-Chung Lin Sep IRA 10,416 10,416 0 *
Lions Investment Ltd. 104,166 104,166 0 *
Robert J. Lippe & Michael Carroll,
as Tenants-in-Common 10,416 10,416 0 *
Charles J. Loegering 10,416 10,416 0 *
Allan & Eileen Macdonald, as
Joint Tenants 15,625 15,625 0 *
Magic Consulting Corp. 10,416 10,416 0 *
Manhattan Group Funding 20,834 20,834 0 *
Fred Manocherian 10,416 10,416 0 *
Mapa Venture Fund LLC 10,416 10,416 0 *
Richard Marchini 10,416 10,416 0 *
Mardale Investments Ltd. 41,666 41,666 0 *
Marlin Equities, LLC 10,416 10,416 0 *
John A. Martell 20,834 20,834 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
David S. Martin Profit Sharing
Plan Dated 1/1/96 10,416 10,416 0 *
Abraham Masliansky 20,834 20,834 0 *
Gary D. and Deborah C. May, as
Joint Tenants 10,416 10,416 0 *
Leo F. Mazzochi & Nancy Tanner
Mazzochi, as Joint Tenants 10,416 10,416 0 *
L. Gene Tanner 1,040 1,040 0 *
Lippert/Heilshorn & Associates 3,750 3,750 0 *
John J. & Donna P. McCarthy, as
Joint Tenants 10,416 10,416 0 *
McDonald Investments Inc. FBO
David L. Hodge 10,416 10,416 0 *
Mellon Bank, N.A., as Trustee for
the Dexter Corporation Master
Trust 31,250 31,250 0 *
Stephen J. Meringoff 20,834 20,834 0 *
Amos Meron 10,416 10,416 0 *
M.H. Capital Partners LP 20,834 20,834 0 *
Craig F. Miller 10,416 10,416 0 *
Joan Misher 174,450 174,450 0 *
James A. Mitarotonda 10,416 10,416 0 *
David Jan Mitchell 10,416 10,416 0 *
Michael Modell 10,416 10,416 0 *
Mitchell B. Modell 10,416 10,416 0 *
John I. Moraco & Edward Keppel,
as Tenants-in-Common 10,416 10,416 0 *
Lloyd A. Moriber 10,416 10,416 0 *
Wexford Clearing C/F Ron Moschetta
IRA 10,416 10,416 0 *
John Francis & Carole Mosites
Scalo, as Joint Tenants 10,416 10,416 0 *
The Mulkey II Limited Partnership 26,041 26,041 0 *
Four Musketeers 19,791 19,791 0 *
NanoCap New Millennium
Growth Fund LLC 10,416 10,416 0 *
James Nealis 10,416 10,416 0 *
Amy L. Newmark (2) 52,083 52,083 0 *
Gregory P. Norman 20,834 20,834 0 *
Craig Nossel 20,834 20,834 0 *
Samuel R. Nussbaum 10,416 10,416 0 *
Daniel S. Och 104,166 104,166 0 *
Steven Odom 10,416 10,416 0 *
Odyssey Capital, L.P. 156,250 156,250 0 *
Robert S. O'Hara, Jr. 10,416 10,416 0 *
Opposite Jed 10,416 10,416 0 *
Orbitex Communications &
Information Technology Fund 52,084 52,084 0 *
Orbitex InfoTech &
Communications Fund 156,250 156,250 0 *
Overdrive Capital Corporation 41,666 41,666 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Peter Palmieri & Peter Orthos, as
Tenants-in-Common 5,209 5,209 0 *
Pamela Equities Corporation 15,625 15,625 0 *
Garo A. Partoyan 10,416 10,416 0 *
Sanjiv M. Patel 10,416 10,416 0 *
Jayakumar & Purmina Patil, as
Joint Tenants 10,416 10,416 0 *
Pera Investors, LLC 90,938 90,938 0 *
Perg Wireless Data LLC 250,000 250,000 0 *
Peter J. Solomon Securities
Company Limited (3)(9) 581,938 581,938 0 *
Paul F. Petrus 10,416 10,416 0 *
John & August Piccolo, as Joint
Tenants 10,416 10,416 0 *
George F. & Elizabeth H. Pickett,
as Joint Tenants 20,834 20,834 0 *
Porter Partners, L.P. 62,500 62,500 0 *
Robert Priddy 312,500 312,500 0 *
Scott S. Prince 104,166 104,166 0 *
Travis L. Provow 10,416 10,416 0 *
Bob K. Pryt, Trustee BKP Capital
MGT LLC 401(k) Profit Sharing
Plan & Money Purchase Plan DTD
1/1/92 FBO Bob K. Pryt 37,501 37,501 0 *
Painewebber as IRA Custodian for
Thomas P. Puccio 10,416 10,416 0 *
William C. Radichel 20,834 20,834 0 *
Radix Associates 10,416 10,416 0 *
Dr. Henry M. Ramseur 10,416 10,416 0 *
Alfred A. Rapetti 20,833 20,833 0 *
A.G. Rappaport 52,084 52,084 0 *
RBB Bank Aktiengesellschaf 34,267 34,267 0 *
RBCO Associates Limited Partnership 10,416 10,416 0 *
ReeseCole Partnership, Ltd. 26,041 26,041 0 *
Kurt V & Laura M. Reichelt, as
Joint Tenants 10,416 10,416 0 *
Mark Reichenbaum 52,084 52,084 0 *
Brad Reiss 10,416 10,416 0 *
Rev Co. 10,416 10,416 0 *
William A. Rice (2) 62,500 62,500 0 *
Richie Rush Holdings, LLC 10,416 10,416 0 *
Joseph P. & Judith A. Rienzi, as
Joint Tenants 10,416 10,416 0 *
James H. Rion, Jr. 10,416 10,416 0 *
RML Burwick Family L.P. 20,834 20,834 0 *
Robert H. Lessin Venture Capital
LLC 20,834 20,834 0 *
Robert E. & Judith A. Robichaud,
as Community Property 15,625 15,625 0 *
David Anthony Robinson 10,416 10,416 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Ben Rosenbloom 10,416 10,416 0 *
Dale Rosenbloom 20,834 20,834 0 *
Howard Rosenbloom 10,416 10,416 0 *
Richard Rosenblatt 31,250 31,250 0 *
Adam M. Rosmarin 62,500 62,500 0 *
Adam Ross & Lisa FalkRoss, as
Joint Tenants 10,416 10,416 0 *
Amy Rothschild & Ronald CW
Rothschild, as Joint Tenants 10,416 10,416 0 *
RS Emerging Growth Partners LP 145,834 145,834 0 *
RS Premium Partners 166,666 166,666 0 *
Breit & Jeffrey Rubin, as Tenants-
in-Common 10,416 10,416 0 *
Douglas N. & Evelyn L. Runckel,
as Joint Tenants 20,834 20,834 0 *
Rush & Company 72,916 72,916 0 *
Paul Russo 20,834 20,834 0 *
Stephen J. Ruzika 10,416 10,416 0 *
Scott Salkind 10,416 10,416 0 *
Sandler Capital Partners IV LP 738,959 738,959 0 *
Sandler Capital Partners IV FTE LP 302,709 302,709 0 *
Domenick G. & Josephine Scaglione,
as Joint Tenants 10,416 10,416 0 *
Stuart Schapiro IRA Rollover Bear
Stearns SEC. Corp. Custodian
CO Commonwealth Associates LP 10,416 10,416 0 *
Monroe H. & Barbara P. Schenker,
as Joint Tenants 10,416 10,416 0 *
Wexford Clearing Services Corp
C/F 10,416 10,416 0 *
Rodney & Vikki Schorlemmer, as
Joint Tenants 10,416 10,416 0 *
Wexford Clearing C F Charles F
Schroeder 10,416 10,416 0 *
Gary & Barbara Schultz, as Joint
Tenants 10,416 10,416 0 *
Kim M. Schwencke 10,416 10,416 0 *
Schwenke LLC 41,666 41,666 0 *
Wexford Securities as IRA Custodian
for Richard Campanella 1,041 1,041 0 *
Jose E. & Cecilia P. Serra, as
Tenants by the Entirety 20,834 20,834 0 *
John P. Serubo 10,416 10,416 0 *
Shagadelic Partners 10,416 10,416 0 *
John J. Shaw 20,834 20,834 0 *
Akiva Shmuelov 10,416 10,416 0 *
Jay A. Carole Shrager, as Joint
Tenants 10,416 10,416 0 *
Marc R. & Karen L. Shultz, as
Joint Tenants 20,834 20,834 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Gail Siegal (10) 198,000 198,000 0 *
Silicon Alley Tech Fund I, LLC 20,834 20,834 0 *
Simon Asset Management LLC 52,084 52,084 0 *
Michael A. Singer 20,834 20,834 0 *
John P. Singleton 20,834 20,834 0 *
George C. & Cheryl R. Sivak, as
Joint Tenants 10,416 10,416 0 *
SJG Management Inc. Profit
Sharing Fund 10,416 10,416 0 *
Kerry Skeen 10,416 10,416 0 *
Kenneth B. & Melissa S. Skolnick,
as Joint Tenants 41,666 41,666 0 *
Stephen T. Skoly, Jr. & Richard K.
Ouellette, as Tenants-in-Common 10,416 10,416 0 *
Bruce D. Smith 5,209 5,209 0 *
Lin-Chen Smith 5,209 5,209 0 *
Eric Soderlund 10,416 10,416 0 *
Robert J. Spencer 10,416 10,416 0 *
Anthony M. & Nancy M.
Spigarelli, as Joint Tenants 10,416 10,416 0 *
Robert E. Spring 10,416 10,416 0 *
Arthur Steinberg IRA Rollover 10,416 10,416 0 *
David Stellway 10,416 10,416 0 *
Stevensohn Group, Inc. Profit
Sharing Plan 20,834 20,834 0 *
Jesse Sullivan 10,416 10,416 0 *
Tonga Partners 23,024 23,024 0 *
Wexford Clearing Services Corp
C/F 10,416 10,416 0 *
William G. Sybesma & Martina
Jane Sybesma, as Joint Tenants 10,416 10,416 0 *
Rick Glenn Tachibana 10,416 10,416 0 *
Steven & Amy Temares, as Joint
Tenants 10,416 10,416 0 *
Tgaar Properties, Inc. 10,416 10,416 0 *
George L. Thompson & Richard H.
Palmer, as Tenants-in-Common 10,416 10,416 0 *
Todd M. Tickner 10,416 10,416 0 *
William B. Tiller 10,416 10,416 0 *
John R. Tobin 10,416 10,416 0 *
DerLong & Jennifer Y. Tong, as
Joint Tenants 10,416 10,416 0 *
Walter F. Toombs 10,416 10,416 0 *
Tri Yar Capital LLC 10,416 10,416 0 *
Salvatore D. & Fran Trupiani, as
Joint Tenants 10,416 10,416 0 *
George Tsamutalis 2,084 2,084 0 *
Michael L. & Douglas F. Tumen,
as Tenants-in-Common 10,416 10,416 0 *
Twin Venture Partners, LLC 10,416 10,416 0 *
Shares Shares Beneficially Owned After the
Beneficially Offering
Owned Before the Shares Offered ----------------------------------
Name Offering For Sale Hereby Number Percent
---- ---------------- --------------- ------ -------
Vladik Vainberg 1,041 1,041 0 *
Valor Capital Management, LP 41,666 41,666 0 *
Vincent P. Yandenberghe & Veerle M.
Hollecamp, as Joint Tenants 10,416 10,416 0 *
Jane Vandewalle Declaration of
Trust DTD 2/18/93 10,416 10,416 0 *
Syd Verbin & Edward B. Bell, as
Tenants-by-Entirety 10,416 10,416 0 *
Byron & Jacelyn Voigt, as
Tenants-in-Common 10,416 10,416 0 *
Kevin J. & Cyndi G. Voigt, as
Joint Tenants 10,416 10,416 0 *
Voss Limited Partnership 10,416 10,416 0 *
John J. Waldron & Maureen F.
Waldron, as Joint Tenants 20,834 20,834 0 *
George William Waltzinger &
Marjorie Waltzinger, as Joint
Tenants 10,416 10,416 0 *
Stephen J. Warner 10,416 10,416 0 *
Steven Warren 10,416 10,416 0 *
Thom & Vanesia Waye 1,041 1,041 0 *
Erich J. & Diane D. Weidenbener,
as Joint Tenants 10,416 10,416 0 *
Weiskopf Silver & Co. L.P. 20,834 20,834 0 *
Westmont Venture Partners, LLC 52,084 52,084 0 *
Charles P. Wilkens 10,416 10,416 0 *
Mrs. Elaine Wiener 10,416 10,416 0 *
Winfield Capital Corp. 104,166 104,166 0 *
Wingate Investments, Ltd. 104,166 104,166 0 *
Charles C. Wissemann III 10,416 10,416 0 *
Wolfson Equities 208,334 208,334 0 *
Joseph P. Wynne 2,084 2,084 0 *
Wexford Clearing Corp as C F
Richard Yalen IRA 10,416 10,416 0 *
Charles Yassky 10,416 10,416 0 *
John H. Zale 10,416 10,416 0 *
__________
* less than one percent
| (1) Comvest, together with its affiliates, Commonwealth Associates, L.P., may be deemed to control us. |
| (2) One of our directors. |
| (3) One of our officers. |
| (4) An affiliate of Commonwealth Associates, L.P. |
| (5) Edwin Cooperman is one of our directors. |
| (6) Michael Falk is one of our directors. |
| (7) Dean M. Leavitt is our Chairman and Chief Executive Officer. |
| (8) Mr. Leavitt assigned these securities for estate planning purposes to a trust for his minor children of which he is a trustee and to another relative. Pursuant to an agreement, Mr. Leavitt retains the right to vote such securities. |
| (9) One of its officers and directors. |
| (10) Ms. Siegal is a relative of Mr. Leavitt and Mr. Leavitt retains the right to vote such securities. |
We will not receive any proceeds from the sale by the selling stockholders of their shares. We will, however, receive the exercise price from the exercise of any warrants held by the selling stockholders. We have no way of determining when the selling stockholders will exercise, if at all, any of such warrants. Accordingly, the proceeds thereof have not been allocated for any particular purpose.
The selling stockholders and any of their pledgees, donees, transferees and successors-in-interest may, without limitation and from time to time, sell all of a portion of the shares of common stock being registered hereunder on any stock exchange, market or trading facility on which such shares are then traded, at market prices prevailing at the time of sale, fixed prices or at negotiated prices. These shares may, without limitation, be sold or disposed of by the selling stockholders by one or more of the following methods:
| o | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| o | block trades in which the broker-dealer engaged by the selling stockholder will attempt to sell the selling stockholders’ shares as agent for the selling stockholder but may position and resell a portion of the block as principal to facilitate the transaction; |
| o | purchases by a broker-dealer as principal and resale by such broker-dealer for its account; |
| o | an exchange distribution in accordance with the rules of the applicable exchange; |
| o | privately negotiated transactions; |
| o | short sales; |
| o | in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended, rather than pursuant to this prospectus; |
| o | a combination of any such methods of sale; |
| o | gift; or |
| o | any other method permitted pursuant to applicable law. |
From time to time the selling stockholders may engage in short sales, short sales against box, puts and calls and other transactions as to our securities or derivatives thereof, and may sell and deliver the selling stockholders' shares in connection therewith or in settlement of securities loans. From time to time, the selling stockholders may pledge their shares pursuant to the margin provisions of its customer agreements with its brokers. Upon a default by the selling stockholders, the broker may, from time to time, offer and sell the pledged shares.
In effecting sales, broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in such sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any such broker-dealer acts as agent for the purchase of such shares, from such purchaser) in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share, and, to the extent such broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholders. The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in sales of the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholders. We have agreed to indemnify the selling stockholders. The expenses relating to the registration of the shares of Common Stock being offered hereby, other than underwriting discounts and commissions, will be borne by us and are to be as follows:
Item Amount
---- ------
Securities and Exchange Commission Registration Fee $ 7,955
Legal Fees and Expenses* $25,000
Costs of Printing and Engraving* $ 5,000
Accounting Fees and Expenses* $20,000
Miscellaneous Expenses* $ 7,045
------
Total $65,000
*Estimated
This Prospectus, which constitutes a part of a Registration Statement on Form S-3 filed by us with the Securities and Exchange Commission under the Securities Act of 1933, as amended, omits certain of the information set forth in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits thereto for further information with respect to us and the securities offered hereby. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the Securities Exchange Commission and may be obtained upon payment of the prescribed fee or may be examined without charge at the public reference facilities of the Commission described below.
Statements contained herein concerning the provisions of documents are not necessarily complete summaries of such documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the Securities Exchange Commission.
We are subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith file reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Room of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Information concerning the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of such material can also be obtained at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports and other information filed with the Commission may also be available at the Commission’s site on the World Wide Web at http://www.sec.gov.
The following documents or portions of a document filed by us with the Commission (File No. 0-2472) are incorporated herein by reference:
| (a) Our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000. |
| (b) Our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000. |
| (c) Our Current Report on Form 8-K filed on November 6, 2000. |
| (d) Our Current Report on Form 8-K filed on November 30, 2000. |
All reports and other documents filed by us with the Securities Exchange Commission pursuant to sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained in a document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
We will provide without charge to each person to whom this Prospectus is delivered a copy of any or all of such documents which are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Written or oral request for copies should be directed to Charles I. Leone, U.S. Wireless Data, Inc., 750 Lexington Avenue, New York, New York 10017, (212) 750-7766.
The legality of the shares of common stock offered hereby will be passed upon for us by Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017.
No person is authorized to give any information or to make any representations with respect to shares not contained in this Prospectus in connection with the offer contained herein, and, if given or made, such information or representation must not be relied upon as having been authorized by us. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any security other than the shares of Common Stock offered by this prospectus, nor does it constitute an offer to sell or a solicitation of an offer to buy shares of Common Stock in any jurisdiction where such offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sales made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof.
The financial statements as of June 30, 1999 and 2000 and for the two years then ended incorporated in this Prospectus by reference have been so incorporated in reliance on the report of M.R. Weiser & Co. LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.
All statements other than historical statements contained in this Prospectus constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, these forward-looking statements include statements regarding new products to be introduced by us in the future, statements about our business strategy and plans, statements about the adequacy of our working capital and other financial resources, and in general statements herein that are not of an historical nature. Any of our Form 10-KSB, annual report to stockholders, Form 10-QSB, Form 8-K or press releases may include forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements have been made or may in the future be made by us, including statements regarding future operating performance, short- and long-term sales and earnings estimates, backlog, the status of litigation, the value of new contract signings, industry growth rates and our performance relative thereto. These forward-looking statements rely on a number of assumptions concerning future events, and are subject to a number of uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from such statements. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
===================================================== ===========================================
This prospectus is part of a registration statement
we filed with the Securities and Exchange
Commission. You should rely only on the information
or representations contained in this prospectus. We 21,121,577 SHARES
have not authorized anyone to provide information
other than that provided in this prospectus. We
have not authorized anyone to provide you with any
information that is different. We are not making an U.S. WIRELESS DATA, INC.
offer of these securities in any state where the
offer is not permitted. You should not assume that ___________
the information in this prospectus is accurate as of
any date other than the date on the front of the
document.
___________________ COMMON STOCK
TABLE OF CONTENTS
Page
----
Prospectus Summary.................................1
Risk Factors.......................................2
The Company........................................6
Selling Stockholders...............................8
Use of Proceeds....................................8
Plan of Distribution...............................8
Available Information..............................9
Incorporation of Certain Documents _____________
By Reference....................................9
Legal Matters.....................................10 PROSPECTUS
Experts...........................................10 _____________
Forward-Looking Statements........................10
The date of this Prospectus is December 15, 2000
===================================================== ===========================================
The expenses relating to the registration of the shares of common stock being offered hereby, other than underwriting discounts and commissions, will be borne by us. Such expenses are estimated to be as follows:
Item Amount
---- ------
Securities and Exchange Commission Registration Fee $ 7,955
Legal Fees and Expenses* $25,000
Costs of Printing and Engraving* $ 5,000
Accounting Fees and Expenses* $20,000
Miscellaneous Expenses* $ 7,045
------
Total $65,000
*Estimated
Consistent with section 145 of the Delaware General Corporation Law ("Delaware Law"), Article IX of our By-Laws provides that we shall indemnify any person in connection with legal proceedings threatened or brought against him by reason of his present or past status as one of our officers or directors or present or past status as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if he is serving in such capacity at our request, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person, provided that the person acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. We shall also indemnify any such person in connection with any action by or in the right of us provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests; except in such cases as involve gross negligence or willful misconduct in the performance of his duties. In addition, to the extent that any officer or director is successful in the defense of any such legal proceeding, we are required to indemnify him against expenses, including attorneys' fees, that are actually and reasonably incurred by him in connection therewith. The By-Laws also contain a nonexclusivity clause which provides in substance that the indemnification rights under the By-Laws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement with us, any By-Law, any vote of our stockholders or disinterested directors or otherwise.
Consistent with section 102(b) of the Delaware Law, Article Ninth of our Certificate of Incorporation provides that one of our directors shall not be liable to us or our stockholders for damages for breach of fiduciary duties as a director, subject to certain limitations. Article Ninth does not eliminate or limit the liability of a director for (a) any breach of the director's duty of loyalty to us or our stockholders; (b) any acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; (c) any conduct that is the subject of section 174 of the Delaware Law; or (d) any transaction from which the director derived an improper personal benefit.
We maintain directors and officers' liability insurance for our directors and officers.
The general effect of the foregoing provisions is to reduce the circumstances in which an officer or director may be required to bear the economic burdens of the foregoing liabilities and expenses.
The following exhibits are filed with this registration statement, or incorporated by reference as noted:
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger dated October 6, 2000
2.2 Asset Purchase Agreement dated October 30, 2000 by and between us and CellGate Technologies,
LLC (3)
4.1 Specimen Common Stock Certificate (4)
4.2 Form of Warrant issued by us (5)
4.3 Form of Unit Warrant (7)
4.4 Form of Subscription Agreement (7)
4.5 Form of Placement Agent Warrant (7)
4.6 Form of Peter J. Solomon Securities Company Limited Warrant (7)
4.7 Form of Bold Street, LLC Warrant (7)
4.8 Form of Warrant Amendment Agreement, dated as of September 7, 2000, by and between us and
unit purchase warrant holders (8)
4.9 Common Stock Purchase Warrant issued to Dean M. Leavitt as of May 3, 1999 (9)
4.10 Form of Common Stock Purchase Warrant (originally issued to Dean M. Leavitt as of May 3,
1999), as re-executed as of January 4, 2000 to reflect repricing authorized as of such date (10)
4.11 Form of Common Stock Purchase Warrant for 22,500 shares issued to RBB Bank dated January 20,
2000 (10)
4.12 4.37 Form of Common Stock Purchase Warrant for 15,000 shares issued to Lippert/Heilshorn &
Associates, Inc. dated March 28, 2000 (10)
4.13 Form of Common Stock Purchase Warrant for 50,000 shares issued to Cornell Consulting
International, Inc. dated March 28, 2000 (10)
4.14 Form of Common Stock Purchase Warrant for 25,000 shares issued to Cornell Consulting
International, Inc. dated May 4, 2000 (10)
4.15 Lock-up Agreement between us, John M. Liviakis and Liviakis Financial Communications, Inc.
dated March 15, 2000 (11)
4.16 Common Stock Purchase Warrant issued to Kenneth DeJohn on or about May 1, 1993 (12)
4.17 Form of Common Stock Purchase Warrant issued to John Liviakis and Robert Prag as of August
4, 1997 (13)
4.18 Common Stock Purchase Warrant dated December 10, 1997 issued to JW Genesis Securities, Inc. (14)
4.19 Common Stock Purchase Warrant dated March 12, 1998, issued to entrenet Group, LLC (15)
4.20 Common Stock Purchase Warrant dated June 26, 1998 issued to RBB Bank Aktiengesellschaft (16)
4.21 Form of Common Stock Purchase Warrant issued to a 6% Debenture Purchasers as of July 21-27, 1998 (17)
5.1 Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. Legal Opinion *
23.1 Consent of M.R. Weiser & Co. LLP *
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. *
24.1 Power of Attorney (See Pg. II-7)
* Filed herewith.
(1) Incorporated by reference from the like-named exhibit filed with our Registration Statement on Form SB-2, effective on or about December 2, 1993 (SEC File No. 33-69776).
(2) Incorporated by reference from the like-named exhibit filed with Amendment No. 5 to our Registration Statement on Form SB-2, SEC File No. 33-69776-D (filed on December 2, 1993).
(3) Incorporated by reference from the like-named exhibit filed with our Current Report on Form 8-K Reporting an Event on October 30, 2000, filed on November 6, 2000.
(4) Incorporated by reference from the like-named exhibit filed with our Registration Statement on Form S-8, filed on December 8, 2000.
(5) Incorporated by reference from the like-named exhibit filed with our Current Report on Form 8-K Reporting an Event of December 23, 1999 (earliest event reported), filed on January 12, 2000.
(6) Incorporated by reference from the like-named exhibit filed with our Annual Report on Form 10-KSB/A (Amendment No. 3) for the Fiscal Year Ended June 30, 1997, filed on February 25, 1998.
(7) Incorporated by reference from the like-named exhibit filed with our Current Report on Form 8-K/A Reporting an Event of March 28, 2000 (earliest event reported), filed on April 18, 2000.
(8) Incorporated by reference from the like-named exhibit filed with our Current Report on Form 8-K Reporting an Event of September 7, 2000 (earliest event reported), filed on September 19, 2000.
(9) Incorporated by reference from the like-named exhibit filed with our Registration Statement on Form SB-2 (SEC File No. 333-81897), filed on June 30, 1999.
(10) Incorporated by reference from the like-named exhibit filed with our Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2000, filed on May 15, 2000.
(11) Incorporated by reference from the like-named exhibit filed with our Quarterly Report on Form 10-QSB/A for the fiscal quarter ended March 31, 2000, filed on May 23, 2000.
(12) Incorporated by reference from the like-named exhibit filed with our Annual Report on Form 10-KSB/A (Amendment No. 3) for the Fiscal Year Ended June 30, 1997, filed on January 2, 1998.
(13) Incorporated by reference from exhibit 10.11 on our Annual Report on Form 10-KSB for the Fiscal Year Ended June 30, 2000, filed on September 28, 2000.
(14) Incorporated by reference from the like-named exhibit filed with our Current Report on Form 8-K Reporting an Event of November 14, 1997 (earliest event reported), filed on December 17, 1997.
(15) Incorporated by reference from the like-named exhibit filed with our Registration Statement on Form SB-2 (SEC File No. 333-52625) as of May 14, 1998.
(16) Incorporated by reference from the like-named exhibit filed with Amendment No. 1 to our Registration Statement on Form SB-2 (SEC File No. 333-52625) as of August 3, 1998.
(17) Incorporated by reference from the like-name exhibit filed with our Current Report on Form 8-K Reporting an Event of July 16, 1998 (earliest event reported), filed on December 17, 1997.
The undersigned Registrant undertakes as follows:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any additional or changed on the plan of distribution.
2. That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15th day of December, 2000.
U.S. WIRELESS DATA, INC.
By: /s/ Dean M. Leavitt
Dean M. Leavitt, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant, in the capacities indicated below. Each person whose signature appears below hereby appoints Dean M. Leavitt and Charles I. Leone and each of them individually, his true and lawful attorney-in-fact, with power to act with or without the other and with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the Registration Statement and file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ Dean M. Leavitt
Dean M. Leavitt
Chief
Executive Officer
December 15, 2000
(Principal Executive Officer)
/s/ Charles L. Leone
Charles I. Leone
Chief
Chief Financial
December 15, 2000
(Principal Financial Officer)
/s/ Kelly McLaughlin
Kelly McLaughlin
Controller
December 15, 2000
(Principal Accounting Officer)
/s/ Edwin M. Cooperman
Edwin M. Cooperman
Director
December 15, 2000
/s/ Alvin C. Rice
Alvin C. Rice
Director
December 15, 2000
/s/ Chester N. Winter
Chester N. Winter
Director
December 15, 2000
/s/ Amy L. Newmark
Amy L. Newmark
Director
December 15, 2000
/s/ Michael S. Falk
Michael S. Falk
Director
December 15, 2000
/s/ Barry A. Kaplan
Barry A. Kaplan
Director
December 15, 2000
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